Carrs Group Regulatory News (CARR)

CARR'S GROUP PLC ("Carr's" or the "Group")

Acquisition of NW Total Engineered Solutions Limited

Carr's Group bolsters its position in engineering with key acquisition

1 July 2019: Carr's (CARR.L), the Agriculture and Engineering Group, announces the acquisition of the entire issued share capital of NW Pump & Valve Limited, the holding company of NW Total Engineered Solutions Limited ("NW Total"), a service and manufacturing company providing value added solutions to the nuclear defence, nuclear decommissioning, nuclear power generation and other highly regulated markets, for a total cash consideration of up to £9.6 million.

NW Total is based in Barrow-in-Furness, Cumbria and was founded in 1994. The business designs and manufactures bespoke process equipment packages and provides on-site technical support, installation and condition monitoring services, across the nuclear defence, nuclear power generation and decommissioning, utilities, pharmaceuticals, and energy sectors.

NW Total is a trusted supplier to some of the world's largest companies in the nuclear sector. The business has built a reputation for excellence and developed long-term working partnerships over 25 years with both end customers and key tier 1 operators. NW Total has a highly skilled employee base, many of whom operate from customer sites providing direct specialist services.

Strategic rationale

The acquisition of NW Total adds a specialist engineering solutions provider to the Group's Engineering division under the leadership of the divisional Managing Director, and will bring a range of benefits and synergies including:

· Enhancing the Group's capabilities, in particular across nuclear markets;

· Adding specialist services, including condition monitoring;

· On-site technical competencies and highly skilled personnel;

· Enabling opportunities to partner with existing Carr's Engineering businesses, such as in the manufacture and supply of complex pressure vessels, heat exchangers and fluidics technologies together with the provision of design and project management services; and

· Bringing further long-standing trusted relationships with key tier 1 operators and their end customers.

NW Total will also benefit significantly from being part of a larger group with access to increased manufacturing capacity alongside greater financial and technical resources. The former owners of NW Total will remain with the business post acquisition to drive future growth. 

The acquisition of NW Total comes at a time of significant opportunity in nuclear defence. Such opportunities are expected to continue into the longer term through projects such as the £31 billion UK Dreadnought submarine programme. Additionally, the current and planned decommissioning of the UK's nuclear power capabilities continues to provide excellent opportunities for specialist providers.

NW Total has been acquired for an initial cash consideration of £6.0 million, with further contingent cash consideration of up to a maximum of £3.6 million payable over the next three years, based on the achievement of agreed financial targets. The Group will use an additional term loan facility of £6.0 million to fund the initial consideration, with the contingent consideration being self-financed.

For the year ended 31 March 2019, NW Total recorded turnover of £9.1 million, EBITDA of £1.6 million and Profit Before Tax of £1.5 million. The gross assets of NW Total as at 31 March 2019 totalled £6.6 million. Alongside this acquisition, the group will also invest in the division's future through the recruitment of additional expertise relating to business development and operating efficiency, as well as finance and other resources, to ensure the division is fully supported as it continues to grow. Notwithstanding this, the acquisition is expected to be earnings enhancing in its first full year of ownership.

Tim Davies, Chief Executive, commented:

"I am delighted to announce the acquisition of NW Total, which significantly expands our expertise and capabilities in engineering across multiple sectors. NW Total has built an excellent reputation for providing industry leading engineering services to important customers within the nuclear defence, decommissioning and adjacent markets.

"The acquisition provides significant opportunity for us to cross-sell our existing services and for NW Total to partner with other businesses within our Engineering division, as it fulfils its potential and capitalises on the significant opportunities in its markets.

"NW Total has an excellent management team in place who have a strong track record of delivering profitable growth and we look forward to working with them to take the business through its next stage of growth."  

Ian Brown, Managing Director of NW Total, commented: 

"We are delighted to have become part of Carr's Group. Carr's has been very successful operating in similar markets to ours and the opportunity to cross sell and to work off a bigger platform could not be more compelling. This is a great opportunity for us to take the business to the next level and, with Carr's history of investing behind their acquisitions, we believe the future is very exciting. We are very much looking forward to working with the Carr's management team over the months and years ahead to help drive the growth in the global Engineering division."

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About Carr's Group plc:

Carr's is an international leader in manufacturing value added products and solutions, with market leading brands and robust market positions in Agriculture and Engineering, supplying customers in over 50 countries around the world.

Its Agriculture division manufactures and supplies feed blocks and supplementation products for livestock to a global farming customer base, distributes farm machinery and runs a UK network of rural stores, providing a one-stop shop for the farming community. Its Engineering division designs and manufactures bespoke equipment and provides technical engineering services into the nuclear, defence, petrochemical, oil and gas, pharmaceutical, process and renewable energy industries, including robotic and remote handling equipment.